13. Alteration of memorandum
(1) Save as provided in section 61, a company may, by a special resolution and
after complying with the procedure specified in this section, alter the provisions of its
memorandum.
(2) Any change in the name of a company shall be subject to the provisions of subsections
(2) and (3) of section 4 and shall not have effect except with the approval of the
Central Government in writing:
Provided that no such approval shall be necessary where the only change in the name
of the company is the deletion therefrom, or addition thereto, of the word “Private”, consequent
on the conversion of any one class of companies to another class in accordance with the
provisions of this Act.
(3) When any change in the name of a company is made under sub-section (2), the
Registrar shall enter the new name in the register of companies in place of the old name and
issue a fresh certificate of incorporation with the new name and the change in the name shall
be complete and effective only on the issue of such a certificate.
(4) The alteration of the memorandum relating to the place of the registered office from
one State to another shall not have any effect unless it is approved by the Central Government
on an application in such form and manner as may be prescribed.
(5) The Central Government shall dispose of the application under sub-section (4)
within a period of sixty days and before passing its order may satisfy itself that the alteration
has the consent of the creditors, debenture-holders and other persons concerned with the
company or that the sufficient provision has been made by the company either for the due
discharge of all its debts and obligations or that adequate security has been provided for
such discharge.
(6) Save as provided in section 64, a company shall, in relation to any alteration of its
memorandum, file with the Registrar—
(a) the special resolution passed by the company under sub-section (1);
(b) the approval of the Central Government under sub-section (2), if the alteration
involves any change in the name of the company.
(7) Where an alteration of the memorandum results in the transfer of the registered
office of a company from one State to another, a certified copy of the order of the Central
Government approving the alteration shall be filed by the company with the Registrar of each
of the States within such time and in such manner as may be prescribed, who shall register
the same, and the Registrar of the State where the registered office is being shifted to, shall
issue a fresh certificate of incorporation indicating the alteration.
(8) A company, which has raised money from public through prospectus and still has
any unutilised amount out of the money so raised, shall not change its objects for which it
raised the money through prospectus unless a special resolution is passed by the company
and—
(i) the details, as may be prescribed, in respect of such resolution shall also be
published in the newspapers (one in English and one in vernacular language) which is
in circulation at the place where the registered office of the company is situated and
shall also be placed on the website of the company, if any, indicating therein the
justification for such change;
(ii) the dissenting shareholders shall be given an opportunity to exit by the
promoters and shareholders having control in accordance with regulations to be
specified by the Securities and Exchange Board.
(9) The Registrar shall register any alteration of the memorandum with respect to the
objects of the company and certify the registration within a period of thirty days from the
date of filing of the special resolution in accordance with clause (a) of sub-section (6) of this
section.
(10) No alteration made under this section shall have any effect until it has been
registered in accordance with the provisions of this section.
(11) Any alteration of the memorandum, in the case of a company limited by guarantee
and not having a share capital, purporting to give any person a right to participate in the
divisible profits of the company otherwise than as a member, shall be void.